EX-4.3

NEITHER THE SECURITIES  REPRESENTED HEREBY NOR THE SECURITIES  ISSUABLE UPON THE
EXERCISE  HEREOF  HAVE BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE  "SECURITIES  ACT"),  OR ANY STATE  SECURITIES  LAWS AND MAY NOT BE
OFFERED,  SOLD,  PLEDGED,  ASSIGNED,  OR  OTHERWISE  TRANSFERRED  UNLESS  (1)  A
REGISTRATION  STATEMENT WITH RESPECT  THERETO IS EFFECTIVE  UNDER THE SECURITIES
ACT AND ANY APPLICABLE  STATE  SECURITIES  LAWS, OR (2) THE COMPANY  RECEIVES AN
OPINION  OF COUNSEL TO THE  HOLDER OF THIS  WARRANT  OR SUCH  SECURITIES,  WHICH
COUNSEL  AND OPINION  ARE  REASONABLY  SATISFACTORY  TO THE  COMPANY,  THAT THIS
WARRANT OR SUCH  SECURITIES,  AS  APPLICABLE,  MAY BE  OFFERED,  SOLD,  PLEDGED,
ASSIGNED,  OR  OTHERWISE  TRANSFERRED  IN THE  MANNER  CONTEMPLATED  WITHOUT  AN
EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE  STATE
SECURITIES LAWS.


         THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.


                                SHEERVISION, INC.

                            WARRANTS FOR THE PURCHASE
                                       OF
               SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE

NO.  2005-9-___

         THIS CERTIFIES that, for consideration,  the receipt and sufficiency of
which  are  hereby  acknowledged,  and  other  value  received,  ______________,
________________ (the "HOLDER") is entitled to subscribe for, and purchase from,
SHEERVISION,  INC., a California corporation (the "COMPANY"), upon the terms and
conditions set forth herein,  at any time or from time to time after the Initial
Exercise Date (as herein after defined) until 5:00 P.M. New York City local time
on the fifth  anniversary of the Initial Exercise Date (the "EXERCISE  PERIOD"),
up to an aggregate of _____________ shares of common stock, par value $0.001 per
share  (the  "COMMON  STOCK"),  of  the  Company.   This  Warrant  is  initially
exercisable at $2.70 per share;  provided,  however, that upon the occurrence of
any of the  events  specified  in Section 5 hereof,  the rights  granted by this
Warrant,  including the exercise  price and the number of shares of Common Stock
to be received upon such exercise,  shall be adjusted as therein specified.  The
term "EXERCISE PRICE" shall mean, depending on the context, the initial exercise
price (as set forth above) or the adjusted exercise price per share.

<PAGE>

         As used  herein,  the term "THIS  WARRANT"  shall mean and include this
Warrant and any Warrant or Warrants  hereafter  issued as a  consequence  of the
exercise or transfer of this  Warrant in whole or in part.  Each share of Common
Stock issuable upon the exercise  hereof shall be  hereinafter  referred to as a
"WARRANT SHARE".

         1.       This  Warrant may be  exercised  during the  Exercise  Period,
either in whole or in part,  by the surrender of this Warrant (with the election
at the end  hereof  duly  executed)  to the  Company at its office at 4040 Palos
Verdes North,  Suite 105,  Rolling Hills Estates,  California  90274, or at such
other  place  as is  designated  in  writing  by the  Company,  together  with a
certified  or bank  cashier's  check  payable to the order of the  Company in an
amount equal to the product of the  Exercise  Price and the number of Shares for
which this Warrant is being exercised.

         2.       Upon each exercise of the Holder's rights to purchase  Warrant
Shares,  the Holder  shall be deemed to be the  holder of record of the  Shares,
notwithstanding  that the transfer  books of the Company shall then be closed or
certificates  representing the Warrant Shares with respect to which this Warrant
was exercised shall not then have been actually delivered to the Holder. As soon
as practicable after each such exercise of this Warrant, the Company shall issue
and deliver to the Holder a certificate or certificates representing the Warrant
Shares issuable upon such exercise,  registered in the name of the Holder or its
designee.  If this Warrant  should be exercised in part only, the Company shall,
upon surrender of this Warrant for  cancellation,  execute and deliver a Warrant
evidencing  the right of the Holder to  purchase  the  balance of the  aggregate
number of Warrant Shares purchasable  hereunder as to which this Warrant has not
been exercised or assigned.

         3.       Any  Warrants  issued upon the transfer or exercise in part of
this Warrant  shall be numbered and shall be  registered  in a warrant  register
(the "WARRANT  REGISTER")  as they are issued.  The Company shall be entitled to
treat the registered  holder of any Warrant on the Warrant Register as the owner
in fact  thereof  for all  purposes,  and  shall not be bound to  recognize  any
equitable  or other  claim to, or interest  in, such  Warrant on the part of any
other  person,  and shall not be liable  for any  registration  of  transfer  of
Warrants  which are registered or to be registered in the name of a fiduciary or
the  nominee  of a  fiduciary  unless  made  with the  actual  knowledge  that a
fiduciary  or  nominee  is  committing  a breach  of trust  in  requesting  such
registration  or  transfer,  or with  the  knowledge  of  such  facts  that  its
participation  therein amounts to bad faith.  This Warrant shall be transferable
on the books of the Company  only upon  delivery  thereof  duly  endorsed by the
Holder or by his duly authorized  attorney or representative,  or accompanied by
proper  evidence of  succession,  assignment,  or authority to transfer.  In all
cases of transfer by an attorney,  executor,  administrator,  guardian, or other
legal representative,  duly authenticated evidence of his, her, or its authority
shall be produced.  Upon any registration of transfer, the Company shall deliver
a new Warrant or Warrants to the person  entitled  thereto.  This Warrant may be
exchanged,  at the option of the Holder thereof,  for another Warrant,  or other
Warrants  of  different  denominations,  of like tenor and  representing  in the
aggregate  the right to  purchase a like number of Warrant  Shares (or  portions
thereof),   upon  surrender  to  the  Company  or  its  duly  authorized  agent.
Notwithstanding  the  foregoing,  the Company  shall have no obligation to cause
Warrants  to be  transferred  on its books to any person  if, in the  opinion of
counsel to the Company, such transfer does not comply with the provisions of the
Securities  Act of 1933, as amended (the  "SECURITIES  ACT"),  and the rules and
regulations  thereunder.

                                     - 2 -
<PAGE>

         4.       The Company shall at all times reserve and keep  available out
of its authorized and unissued Common Stock, solely for the purpose of providing
for the  exercise  of the  Warrants,  such  number of shares of Common  Stock as
shall, from time to time, be sufficient therefor. The Company covenants that all
Warrant  Shares  which may be issued upon the  exercise of the  purchase  rights
represented  by  this  Warrant  will,  upon  exercise  of  the  purchase  rights
represented by this Warrant, be duly authorized,  validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue),  without any  personal  liability  attaching to the  ownership
thereof and will not be issued in violation of any  preemptive or similar rights
of stockholders. The Company further covenants that its issuance of this Warrant
shall constitute full authority to its officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
the Warrant Shares upon the exercise of the purchase  rights under this Warrant.
The Company will take all such  reasonable  action as may be necessary to assure
that such Warrant Shares may be issued as provided  herein without  violation of
any applicable law or regulation,  or of any  requirements of the trading market
upon which the Common Stock may be listed.

         5.       (a)      (i)      The  Exercise  Price  for  the  Warrants  in
effect from time to time, and the number of shares of Common Stock issuable upon
exercise of the Warrants,  shall be subject to  adjustment,  as follows:  in the
event that the  Company  shall at any time after the date  hereof (A)  declare a
dividend on the outstanding Common Stock payable in shares of its capital stock,
(B) subdivide the outstanding  Common Stock, (C) combine the outstanding  Common
Stock into a smaller  number of shares,  or (D) issue any shares of its  capital
stock  by   reclassification   of  the   Common   Stock   (including   any  such
reclassification  in  connection  with a  consolidation  or  merger in which the
Company is the continuing  corporation),  then, in each case, the Exercise Price
per Warrant Share in effect at the time of the record date for the determination
of  stockholders  entitled to receive such  dividend or  distribution  or of the
effective date of such subdivision,  combination,  or reclassification  shall be
adjusted  so that it shall  equal  the  price  determined  by  multiplying  such
Exercise  Price by a  fraction,  the  numerator  of which shall be the number of
shares of Common Stock  outstanding  immediately  prior to such action,  and the
denominator  of which shall be the number of shares of Common Stock  outstanding
after giving effect to such action.  Such adjustment shall be made  successively
whenever any event  listed  above shall occur and shall become  effective at the
close of  business  on such  record date or at the close of business on the date
immediately preceding such effective date, as applicable.

                           (ii)     (A)      If at any time or from time to time
after the original  issuance date of this Warrant,  the Company issues or sells,
or is deemed by the express  provisions of this subsection (i) to have issued or
sold,  Additional  Shares of Common  Stock (as  defined  in  subsection  (ii)(D)
below),  other than as a result of, or in connection with, any action referenced
in Section  5(a)(i)  hereof,  for an Effective  Price (as defined in  subsection
(a)(ii)(D) below) less than the then effective Exercise Price, then in each such
case the then  existing  Exercise  Price shall be reduced,  as of the opening of
business on the date of such issue or sale, to a price determined by multiplying
the then effective Exercise Price by a fraction (i) the numerator of which shall
be (A) the  number of shares of Common  Stock  deemed  outstanding  (as  defined
below) immediately prior to such issue or sale, plus (B) the number of shares of
Common Stock which the aggregate consideration received

                                     - 3 -
<PAGE>

(as defined in  subsection  (a)(ii)(B))  by the Company for the total  number of
Additional  Shares of Common  Stock so issued  would  purchase at such  Exercise
Price and (ii) the  denominator of which shall be the number of shares of Common
Stock deemed  outstanding (as defined below)  immediately prior to such issue or
sale plus the total number of Additional  Shares of Common Stock so issued.  For
the  purposes of the  preceding  sentence,  the number of shares of Common Stock
deemed to be outstanding as of a given date shall the number of shares of Common
Stock actually  outstanding No adjustment shall be made to the Exercise Price in
an amount less than one cent per share.  Any  adjustment  otherwise  required by
this Section  5(a)(ii)(A)  that is not required to be made due to the  preceding
sentence shall be included in any subsequent adjustment to the Exercise Price.

                                    (B)      For  the   purpose  of  making  any
adjustment required under this Section 5(a)(ii)(B),  the consideration  received
by the  Company for any issue or sale of  securities  shall (1) to the extent it
consists of cash,  be computed at the net amount of cash received by the Company
after  deduction of any  underwriting  or similar  commissions,  compensation or
concessions paid or allowed by the Company in connection with such issue or sale
but without deduction of any expenses payable by the Company,  (2) to the extent
it consists of property  other than cash,  be computed at the fair value of that
property  as  determined  in good  faith by the Board of  Directors,  and (3) if
Additional  Shares  of Common  Stock,  Convertible  Securities  (as  defined  in
subsection  (a)(ii)(E)(3))  or rights or options to purchase  either  Additional
Shares of Common Stock or  Convertible  Securities  are issued or sold  together
with  other  stock  or   securities  or  other  assets  of  the  Company  for  a
consideration which covers both, be computed as the portion of the consideration
so  received  that may be  reasonably  determined  in good faith by the Board of
Directors to be allocable to such Additional Shares of Common Stock, Convertible
Securities or rights or options.

                                    (C)      For the  purpose of the  adjustment
required under this Section  5(a)(ii),  if the Company issues or sells (i) stock
or other securities  convertible  into,  Additional Shares of Common Stock (such
convertible  stock  or  securities  being  herein  referred  to as  "CONVERTIBLE
SECURITIES") or (ii) rights or options for the purchase of Additional  Shares of
Common  Stock  or  Convertible  Securities  and if the  Effective  Price of such
Additional  Shares of Common Stock is less than the  Exercise  Price the Company
shall be deemed to have  issued at the time of the  issuance  of such  rights or
options or Convertible  Securities  the maximum  number of Additional  Shares of
Common Stock  issuable upon exercise or conversion  thereof and to have received
as  consideration  for the  issuance of such shares an amount equal to the total
amount of the consideration, if any, received by the Company for the issuance of
such  rights or options or  Convertible  Securities,  plus,  in the case of such
rights or options, the minimum amounts of consideration,  if any, payable to the
Company  upon the  exercise  of such  rights or  options,  plus,  in the case of
Convertible Securities, the minimum amounts of consideration, if any, payable to
the Company (other than by cancellation of liabilities or obligations  evidenced
by such Convertible Securities) upon the conversion thereof; PROVIDED that if in
the case of  Convertible  Securities the minimum  amounts of such  consideration
cannot be ascertained,  but are a function of antidilution or similar protective
clauses,  the Company  shall be deemed to have  received the minimum  amounts of
consideration  without  reference to such clauses;  PROVIDED FURTHER that if the
minimum  amount of  consideration  payable to the Company  upon the  exercise or
conversion of rights,  options or Convertible Securities is reduced over time or
on the occurrence or non-occurrence of specified

                                     - 4 -
<PAGE>

events other than by reason of  antidilution  adjustments,  the Effective  Price
shall  be  recalculated  using  the  figure  to which  such  minimum  amount  of
consideration  is  reduced;  PROVIDED  FURTHER  that if the  minimum  amount  of
consideration  payable to the Company  upon the exercise or  conversion  of such
rights,  options  or  Convertible  Securities  is  subsequently  increased,  the
Effective Price shall be again  recalculated  using the increased minimum amount
of consideration  payable to the Company upon the exercise or conversion of such
rights,  options  or  Convertible  Securities.  No  further  adjustment  of  the
Conversion  Exercise,  as adjusted upon the issuance of such rights,  options or
Convertible  Securities,  shall be made as a result of the  actual  issuance  of
Additional  Shares of Common Stock on the exercise of any such rights or options
or the  conversion  of any such  Convertible  Securities.  If any such rights or
options  or  the  conversion  privilege  represented  by  any  such  Convertible
Securities  shall expire  without having been  exercised,  the Exercise Price as
adjusted  upon the issuance of such rights,  options or  Convertible  Securities
shall be readjusted to the Exercise Price which would have been in effect had an
adjustment  been made on the  basis  that the only  Additional  Shares of Common
Stock so issued were the  Additional  Shares of Common Stock,  if any,  actually
issued or sold on the exercise of such rights or options or rights of conversion
of such Convertible  Securities,  and such Additional Shares of Common Stock, if
any, were issued or sold for the consideration  actually received by the Company
upon such exercise,  plus the  consideration,  if any,  actually received by the
Company  for  the  granting  of all  such  rights  or  options,  whether  or not
exercised,   plus  the  consideration   received  for  issuing  or  selling  the
Convertible  Securities  actually  converted,  plus the  consideration,  if any,
actually  received by the Company (other than by  cancellation of liabilities or
obligations evidenced by such Convertible  Securities) on the conversion of such
Convertible Securities, PROVIDED that such readjustment shall not apply to prior
conversions of Notes or Warrants.

                                    (D)      "ADDITIONAL SHARES OF COMMON STOCK"
shall  mean all  shares of Common  Stock  issued by the  Company or deemed to be
issued pursuant to this Section 5(a)(ii),  other than (1) shares of Common Stock
issued upon conversion of the Notes or the Warrants,  (2) shares of Common Stock
issued as a result of, or in connection  with, any action  referenced in Section
5(a)(i)  hereof,  and  (3)  issuances  of  equity  securities  to  employees  or
consultants,  of the Company in one or more transaction(s)  approved by Board of
Directors  or in mergers or  acquisitions  approved  by the Board of  Directors.
References  to Common  Stock in the  subsections  of this clause (D) above shall
mean all  shares of Common  Stock  issued by the  Company or deemed to be issued
pursuant to this Section 5(a)(ii). The "EFFECTIVE PRICE" of Additional Shares of
Common Stock shall mean the quotient  determined by dividing the total number of
Additional  Shares of Common Stock issued or sold, or deemed to have been issued
or  sold  by the  Company  under  this  Section  5(a)(ii),  into  the  aggregate
consideration  received, or deemed to have been received by the Company for such
issue  under this  Section  5(a)(ii)(D),  for such  Additional  Shares of Common
Stock.

                                    (E)      Further,  in the  event of any such
adjustment, the number of Warrant Shares shall be adjusted to equal the quotient
of (1) divided by (2),  where (1) equals the product of number of Warrant Shares
issuable upon the exercise of this Warrant  immediately prior to such adjustment
multiplied  by the Exercise  Price per Warrant Share  immediately  prior to such
adjustment,  and where (2) equals the Exercise Price immediately  following such
adjustment.

                                     - 5 -
<PAGE>

                  (b)      As used herein, the Current Market Price per share of
Common Stock on any date shall be deemed to be the average of the daily  closing
prices for the 30  consecutive  trading days  immediately  preceding the date in
question.  The closing price for each day shall be the last reported sales price
regular  way or, in case no such  reported  sale  takes  place on such day,  the
closing  bid  price  regular  way,  in  either  case on the  principal  national
securities exchange (including, for purposes hereof, the Nasdaq National Market)
on which the Common  Stock is listed or  admitted  to trading  or, if the Common
Stock is not listed or admitted to trading on any national securities  exchange,
the highest reported bid price for the Common Stock as furnished by the National
Association of Securities Dealers,  Inc. through the Nasdaq SmallCap Market or a
similar  organization if the Nasdaq SmallCap Market is no longer  reporting such
information. If, on any such date, the Common Stock is not listed or admitted to
trading  on any  national  securities  exchange  and is not quoted on the Nasdaq
SmallCap Market or any similar  organization,  the Current Market Price shall be
deemed  to be the fair  value  of a share  of  Common  Stock  on such  date,  as
determined  in good  faith by the  Board of  Directors  of the  Company,  absent
manifest error.

                  (c)      All  calculations  under this Section 5 shall be made
to the nearest cent or to the nearest  one-hundredth of a share, as the case may
be.

                  (d)      In any case in which  this  Section  5 shall  require
that an  adjustment  in the number of Warrant  Shares be made  effective as of a
record date for a  specified  event,  the Company may elect to defer,  until the
occurrence of such event,  issuing to the Holder,  if the Holder  exercised this
Warrant after such record date, the Warrant Shares,  if any,  issuable upon such
exercise over and above the number of Warrant Shares issuable upon such exercise
on the basis of the number of shares of Common  Stock  outstanding  or in effect
prior to such adjustment;  provided,  however, that the Company shall deliver to
the Holder a due bill or other  appropriate  instrument  evidencing the Holder's
right to receive such  additional  shares of Common Stock upon the occurrence of
the event requiring such adjustment.

                  (e)      Whenever  there shall be an adjustment as provided in
this Section 5, the Company shall within 15 days thereafter cause written notice
thereof to be sent by  registered or certified  mail,  postage  prepaid,  to the
Holder, at its address as it shall appear in the Warrant Register,  which notice
shall be  accompanied  by an officer's  certificate  setting forth the number of
Warrant Shares issuable and the Exercise Price thereof after such adjustment and
setting forth a brief  statement of the facts  requiring such adjustment and the
computation thereof, which officer's certificate shall be conclusive evidence of
the correctness of any such adjustment absent manifest error.

                  (f)      The Company shall not be required to issue  fractions
of  shares  of  Common  Stock or other  capital  stock of the  Company  upon the
exercise of this  Warrant.  If any fraction of a share of capital stock would be
issuable on the exercise of this Warrant (or specified  portions  thereof),  the
Company  shall  purchase  such  fraction for an amount in cash equal to the same
fraction of the Current  Market  Price of such share of Common Stock on the date
of exercise of this Warrant.

                  (g)      No adjustment in the Exercise Price per Warrant Share
shall be required if such adjustment is less than $.005; provided, however, that
any adjustments which by reason of this

                                     - 6 -
<PAGE>

Section 5 are not  required  to be made shall be carried  forward and taken into
account in any subsequent adjustment.

         6.       (a)      In case of any capital reorganization,  other than in
the cases referred to in Section 5(a) hereof,  or the consolidation or merger of
the  Company  with  or  into  another   corporation  (other  than  a  merger  or
consolidation in which the Company is the continuing  corporation and which does
not result in any  reclassification of the outstanding shares of Common Stock or
the conversion of such  outstanding  shares of Common Stock into shares of other
stock or other  securities or property),  or in the case of any sale,  lease, or
conveyance  to another  corporation  of the property and assets of any nature of
the Company as an entirety or  substantially  as an entirety (such actions being
hereinafter   collectively  referred  to  as  "REORGANIZATIONS"),   there  shall
thereafter be  deliverable  upon exercise of this Warrant (in lieu of the number
of  Warrant  Shares  theretofore  deliverable)  the number of shares of stock or
other  securities  or  property  to which a holder of the  respective  number of
Warrant Shares which would otherwise have been  deliverable upon the exercise of
this Warrant would have been entitled upon such  Reorganization  if this Warrant
had been exercised in full immediately prior to such Reorganization.  In case of
any Reorganization,  appropriate adjustment,  as determined in good faith by the
Board of  Directors  of the  Company,  shall be made in the  application  of the
provisions  herein set forth with  respect  to the rights and  interests  of the
Holder so that the provisions  set forth herein shall  thereafter be applicable,
as nearly as possible,  in relation to any shares or other  property  thereafter
deliverable upon exercise of this Warrant. Any such adjustment shall be made by,
and set forth in, a supplemental agreement between the Company, or any successor
thereto,  and the  Holder,  with  respect  to this  Warrant,  and  shall for all
purposes  hereof  conclusively  be deemed to be an appropriate  adjustment.  The
Company shall not effect any such  Reorganization  unless,  upon or prior to the
consummation thereof, the successor corporation, or, if the Company shall be the
surviving  corporation in any such  Reorganization  and is not the issuer of the
shares of stock or other  securities  or property to be  delivered to holders of
shares of the Common Stock outstanding at the effective time thereof,  then such
issuer,  shall assume by written  instrument  the  obligation  to deliver to the
Holder such shares of stock, securities,  cash, or other property as such holder
shall be entitled to purchase in accordance  with the foregoing  provisions.  In
the  event  of  sale,   lease,  or  conveyance  or  other  transfer  of  all  or
substantially all of the assets of the Company as part of a plan for liquidation
of the  Company,  all rights to exercise  this Warrant  shall  terminate 30 days
after the Company gives written notice to the Holder and each registered  holder
of  a  Warrant  that  such  sale  or  conveyance  or  other  transfer  has  been
consummated.

                  (b)      In  case of any  reclassification  or  change  of the
shares of Common Stock  issuable  upon  exercise of this  Warrant  (other than a
change  in par value or from a  specified  par  value to no par  value,  or as a
result of a subdivision or  combination,  but including any change in the shares
into two or more classes or series of shares),  or in case of any  consolidation
or merger of another  corporation  into the  Company in which the Company is the
continuing  corporation  and in which  there  is a  reclassification  or  change
(including  a change  to the right to  receive  cash or other  property)  of the
shares of Common Stock  (other than a change in par value,  or from no par value
to a specified par value,  or as a result of a subdivision or  combination,  but
including  any  change  in the  shares  into two or more  classes  or  series of
shares),  the Holder or holders of this Warrant shall have the right  thereafter
to receive upon exercise of this Warrant solely the kind and amount of shares of

                                     - 7 -
<PAGE>

stock  and  other  securities,   property,  cash,  or  any  combination  thereof
receivable upon such  reclassification,  change,  consolidation,  or merger by a
holder of the number of Warrant  Shares for which this  Warrant  might have been
exercised immediately prior to such reclassification,  change, consolidation, or
merger.  Thereafter,  appropriate  provision shall be made for adjustments which
shall be as nearly equivalent as practicable to the adjustments in Section 5.

                  (c)      The  above   provisions   of  this  Section  6  shall
similarly apply to successive  reclassifications and changes of shares of Common
Stock and to successive consolidations, mergers, sales, leases, or conveyances.

         7.       In case at any time the Company shall propose:

                  (a)      to pay any  dividend  or  make  any  distribution  on
shares of Common Stock in shares of Common Stock or make any other  distribution
(other than regularly scheduled cash dividends which are not in a greater amount
per share than the most  recent  such cash  dividend)  to all  holders of Common
Stock; or

                  (b)      to issue any rights, warrants, or other securities to
all holders of Common Stock entitling them to purchase any additional  shares of
Common Stock or any other rights, warrants, or other securities; or

                  (c)      to   effect   any   reclassification   or  change  of
outstanding shares of Common Stock or any consolidation, merger, sale, lease, or
conveyance of property, as described in Section 6; or

                  (d)      to effect any liquidation, dissolution, or winding-up
of the Company; or

                  (e)      to  take  any  other  action  which  would  cause  an
adjustment to the Exercise Price per Warrant Share;

then,  and in any one or more of such  cases,  the  Company  shall give  written
notice thereof by registered or certified mail,  postage prepaid,  to the Holder
at the Holder's  address as it shall appear in the Warrant  Register,  mailed at
least 15 days prior to (i) the date as of which the  holders of record of shares
of Common  Stock to be  entitled  to receive  any such  dividend,  distribution,
rights,  warrants,  or other  securities are to be determined,  (ii) the date on
which any such  reclassification,  change of outstanding shares of Common Stock,
consolidation,   merger,  sale,  lease,  conveyance  of  property,  liquidation,
dissolution,  or winding-up  is expected to become  effective and the date as of
which it is expected  that  holders of record of shares of Common Stock shall be
entitled to exchange  their shares for  securities  or other  property,  if any,
deliverable   upon  such   reclassification,   change  of  outstanding   shares,
consolidation,   merger,  sale,  lease,  conveyance  of  property,  liquidation,
dissolution, or winding-up, or (iii) the date of such action which would require
an adjustment to the Exercise Price per Warrant Share.

         8.       The  issuance  of any  shares  or  other  securities  upon the
exercise of this Warrant and the delivery of certificates  or other  instruments
representing such shares or other securities shall be

                                     - 8 -
<PAGE>

made without charge to the Holder for any tax or other charge in respect of such
issuance.  The Company shall not, however,  be required to pay any tax which may
be payable in respect of any transfer  involved in the issue and delivery of any
certificate  in a name other than that of the Holder,  and the Company shall not
be required to issue or deliver any such certificate unless and until the person
or persons  requesting  the issue  thereof  shall have paid to the  Company  the
amount of such tax or shall have  established to the satisfaction of the Company
that such tax has been paid.

         9.       Unless  registered,  the Warrant  Shares issued on exercise of
the Warrants  shall be subject to a stop transfer  order and the  certificate or
certificates representing the Warrant Shares shall bear the following legend:

         THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED  UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
         SECURITIES LAWS AND MAY NOT BE OFFERED,  SOLD,  PLEDGED,  ASSIGNED,  OR
         OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION  STATEMENT WITH RESPECT
         THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE  STATE
         SECURITIES  LAWS, OR (2) THE COMPANY  RECEIVES AN OPINION OF COUNSEL TO
         THE  HOLDER OF THIS  WARRANT  OR SUCH  SECURITIES,  WHICH  COUNSEL  AND
         OPINION ARE REASONABLY  SATISFACTORY TO THE COMPANY,  THAT THIS WARRANT
         OR SUCH  SECURITIES,  AS  APPLICABLE,  MAY BE OFFERED,  SOLD,  PLEDGED,
         ASSIGNED,  OR OTHERWISE  TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT
         AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT  OR
         APPLICABLE STATE SECURITIES LAWS.

         10.      The  Company  covenants  that upon  receipt by the  Company of
evidence  reasonably  satisfactory  to it of the  loss,  theft,  destruction  or
mutilation  of this  Warrant or any stock  certificate  relating  to the Warrant
Shares,  and in case of loss,  theft or  destruction,  of  indemnity or security
reasonably  satisfactory  to it (which,  in the case of the  Warrant,  shall not
include the posting of any bond),  and upon surrender and  cancellation  of such
Warrant or stock certificate,  if mutilated, the Company will make and deliver a
new Warrant or stock  certificate of like date, tenor and denomination , in lieu
of such Warrant or stock certificate

         11.      (a)      The Holder of any Warrant  shall not have,  solely on
account of such status,  any rights of a stockholder  of the Company,  either at
law or in equity,  or to any notice of meetings of  stockholders or of any other
proceedings of the Company, except as provided in this Warrant.

                  (b)      No provision  hereof,  in the absence of  affirmative
action by Holder to Warrant Shares,  and no enumeration  herein of the rights or
privileges of Holder hereof, shall give rise to any liability of such Holder for
the purchase price of any Common Stock or as a stockholder  of Company,  whether
such liability is asserted by Company or by creditors of Company.

                                     - 9 -
<PAGE>

         12.      (a)      This Warrant  shall be construed in  accordance  with
the laws of the State of California  applicable to contracts  made and performed
within such State, without regard to principles of conflicts of law.

                  (b)      EACH   OF  THE   PARTIES   HEREBY   IRREVOCABLY   AND
UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE
OF CALIFORNIA  AND OF THE FEDERAL  COURTS  SITTING IN THE STATE OF CALIFORNIA IN
ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH OF
THE PARTIES AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS AGREEMENT MUST BE LITIGATED EXCLUSIVELY IN ANY SUCH STATE OR, TO THE EXTENT
PERMITTED  BY LAW,  FEDERAL  COURT  THAT SITS IN THE  COUNTY OF LOS  ANGELES  OR
ORANGE,  AND ACCORDINGLY,  EACH PARTY IRREVOCABLY  WAIVES ANY OBJECTION WHICH IT
MAY NOW OR  HEREAFTER  HAVE TO THE  LAYING  OF THE  VENUE OF ANY SUCH  ACTION OR
PROCEEDING IN ANY SUCH COURT. EACH PARTY FURTHER IRREVOCABLY CONSENTS TO SERVICE
OF PROCESS IN THE MANNER  PROVIDED FOR NOTICES IN SECTION 5.05.  NOTHING IN THIS
AGREEMENT OR ANY OTHER  TRANSACTION  DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY
TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.



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                                     - 10 -
<PAGE>

                  (c)      EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING  DIRECTLY OR INDIRECTLY  ARISING OUT OF OR RELATING
TO THIS AGREEMENT,  OR THE TRANSACTIONS  CONTEMPLATED HEREBY OR THEREBY (WHETHER
BASED ON CONTRACT,  TORT OR ANY OTHER THEORY). EACH OF THE PARTIES (1) CERTIFIES
THAT NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY HAS  REPRESENTED,
EXPRESSLY  OR  OTHERWISE,  THAT SUCH  OTHER  PARTY  WOULD  NOT,  IN THE EVENT OF
LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVER AND (2)  ACKNOWLEDGES  THAT IT
AND THE OTHER PARTIES  HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.


Dated: September 13, 2005

                                               SHEERVISION, INC.


                                               BY: _____________________________
                                                   NAME:
                                                   TITLE:



[Seal]


_________________________
Secretary



                                     - 11 -
<PAGE>

                               FORM OF ASSIGNMENT

(To be executed by the registered  holder if such holder desires to transfer the
attached Warrant.)

         FOR VALUE RECEIVED,  ______________________  hereby sells, assigns, and
transfers  unto  _________________  a Warrant to purchase  __________  shares of
Common Stock,  par value $0.001 per share,  of  SheerVision,  Inc., a California
corporation (the "Company"),  and does hereby irrevocably constitute and appoint
___________ attorney to transfer such Warrant on the books of the Company,  with
full power of substitution.



Dated: _________________



                                        Signature_______________________



                                     NOTICE

         The signature on the foregoing  Assignment  must correspond to the name
as written upon the face of this Warrant in every particular, without alteration
or enlargement or any change whatsoever.

                                     - 12 -
<PAGE>

                              ELECTION TO EXERCISE

To:      SheerVision, Inc.

         The  undersigned  hereby  exercises his, her, or its rights to purchase
shares of Common  Stock,  par value  $0.001 per share (the "Common  Stock"),  of
SheerVision,  Inc., a California  corporation  (the  "Company"),  covered by the
within Warrant and tenders payment  herewith in the amount of  $____________  in
accordance  with the terms  thereof,  and  requests  that  certificates  for the
securities  constituting  such shares of Common  Stock be issued in the name of,
and delivered to:








                    (Print Name, Address, and Social Security
                          or Tax Identification Number)


and, if such  number of shares of Common  Stock  shall not  constitute  all such
shares of Common Stock covered by the within Warrant, that a new Warrant for the
balance of the shares of Common  Stock  covered by the within  Warrant  shall be
registered  in the name of, and  delivered  to, the  undersigned  at the address
stated below.


Dated: __________________                   Name________________________
                                                  (Print)

Address:



                                            _________________________
                                                  (Signature)

                                     - 13 -